Correspondence 0001193125-25-121781 from KENTUCKY POWER CO (CIK 0000055373)
KENTUCKY POWER CO (CIK 0000055373)
Date: May 16, 2025 · CIK: 0000055373 · Accession: 0001193125-25-121781
AI Filing Summary & Sentiment
File numbers found in text: 333-284112
Referenced dates: April 28, 2025
Letter
SIDLEY AUSTIN LLP
1000 LOUISIANA STREET
SUITE 5900
HOUSTON, TX 77002
+1 713 495 4500
+1 713 495 7799 FAX
AMERICA • ASIA PACIFIC • EUROPE
May 16, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Structured Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Hodan Siad & Arthur Sandel
Re: Kentucky Power Company
Kentucky Power Cost Recovery LLC
Amendment No. 1 to Registration Statement on Form SF-1
Filed April 18, 2025
File Nos. 333-284112 and 333-284112-01
Ladies and Gentlemen:
On behalf of Kentucky Power Company (“Kentucky Power”) and Kentucky Power Cost Recovery LLC (the “Issuing Entity” and together with Kentucky Power, the “Registrants”), we hereby submit this letter in response to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 28, 2025, with respect to the Registrants’ above-referenced Amendment No. 1 to the Registration Statement on Form SF-1 filed on April 18, 2025 (the “Registration Statement”). Concurrently with this letter, we are transmitting via EDGAR an amendment to the Registration Statement (including certain exhibits) (“Amendment No. 2”). For the Staff’s reference, we are also providing to the Staff by email a copy of this letter as well as both a clean copy of Amendment No. 2 and a copy marked to show all changes from the Registration Statement.
In this letter, we have recited the comment from the Staff in bold typeface and have followed the comment with the Registrants’ response in ordinary typeface.
Page 2
Amendment No. 1 to Registration Statement on Form SF-1
Part II - Information Not Required in Prospectus
Item 15. Undertakings, page II-4
1. We note your response to our prior comment 16 and reissue in part. While we see that the undertakings under Items 512(j) and (k) of Regulation S-K have been added, it appears that the undertaking under Item 512(b) has been inadvertently omitted. Please revise to add the undertaking under Item 512(b) of Regulation S-K.
Response:
The Registrants hereby confirm that Item 15 on page II-4 of Amendment No. 2 has been revised to include the undertakings under Items 512(b) of Regulation S-K.
***
The Registrants acknowledge that: (i) they are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Registrants may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Page 3
If you have questions regarding the foregoing responses, please contact the undersigned at (713) 495-4522.
Sincerely,
/s/ George J Vlahakos
Show Raw Text
CORRESP 1 filename1.htm CORRESP SIDLEY AUSTIN LLP 1000 LOUISIANA STREET SUITE 5900 HOUSTON, TX 77002 +1 713 495 4500 +1 713 495 7799 FAX AMERICA • ASIA PACIFIC • EUROPE May 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Structured Finance 100 F Street, NE Washington, D.C. 20549 Attention: Hodan Siad & Arthur Sandel Re: Kentucky Power Company Kentucky Power Cost Recovery LLC Amendment No. 1 to Registration Statement on Form SF-1 Filed April 18, 2025 File Nos. 333-284112 and 333-284112-01 Ladies and Gentlemen: On behalf of Kentucky Power Company (“Kentucky Power”) and Kentucky Power Cost Recovery LLC (the “Issuing Entity” and together with Kentucky Power, the “Registrants”), we hereby submit this letter in response to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 28, 2025, with respect to the Registrants’ above-referenced Amendment No. 1 to the Registration Statement on Form SF-1 filed on April 18, 2025 (the “Registration Statement”). Concurrently with this letter, we are transmitting via EDGAR an amendment to the Registration Statement (including certain exhibits) (“Amendment No. 2”). For the Staff’s reference, we are also providing to the Staff by email a copy of this letter as well as both a clean copy of Amendment No. 2 and a copy marked to show all changes from the Registration Statement. In this letter, we have recited the comment from the Staff in bold typeface and have followed the comment with the Registrants’ response in ordinary typeface. Page 2 Amendment No. 1 to Registration Statement on Form SF-1 Part II - Information Not Required in Prospectus Item 15. Undertakings, page II-4 1. We note your response to our prior comment 16 and reissue in part. While we see that the undertakings under Items 512(j) and (k) of Regulation S-K have been added, it appears that the undertaking under Item 512(b) has been inadvertently omitted. Please revise to add the undertaking under Item 512(b) of Regulation S-K. Response: The Registrants hereby confirm that Item 15 on page II-4 of Amendment No. 2 has been revised to include the undertakings under Items 512(b) of Regulation S-K. *** The Registrants acknowledge that: (i) they are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Registrants may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Page 3 If you have questions regarding the foregoing responses, please contact the undersigned at (713) 495-4522. Sincerely, /s/ George J Vlahakos George J. Vlahakos cc: Charles E. Zebula, Kentucky Power Company Matthew D. Fransen, Kentucky Power Cost Recovery LLC Robert G. Stephens, Sidley Austin LLP Peter S. Morgan, Winston & Strawn LLP Alan Hoffman, Winston & Strawn LLP